A member of the Firm since 1995, Chip serves as counsel to private companies, and investors in private companies, engaged in a wide range of businesses. With his background in tax, Chip has extensive experience in structuring business organizations, ownership arrangements, and investment and acquisition transactions.
Chip is a member of the Firm’s Corporate Practice Group and Tax Department and has served for many years on various Firm committees.
Representative Matters
- Has served as outside counsel to numerous private companies engaged in various product and service businesses (including, for over 30 years, a family-owned group of companies engaged in marine transportation, marine-related construction and repair, marine-related services and real estate development) through their life cycles, from formation through sale. Work has included:
- Consulting with and advising founders about the form of entity for their new companies;
- Preparing governing agreements, including stockholders’ and limited liability company agreements;
- Preparing and implementing equity (and “phantom equity”) compensation plans;
- Preparing employment, consulting and related agreements (including restrictive covenant agreements providing for confidentiality, invention assignments, non-solicitation and non-competition);
- Representing companies in their raising capital by issuing stock, limited liability company interests, convertible notes and SAFEs;
- Representing companies in borrowings;
- Representing companies in their general business transactions;
- Structuring ownership and management succession arrangements and transactions; and
- Representing companies in acquiring other companies and in being acquired.
- Has represented private equity funds and investors in acquisition and sale transactions. Work has included:
- Structuring and negotiating acquisition and sale transactions, and preparing acquisition and sale agreements;
- Structuring and preparing governing agreements of, and representing investors in making and managing investments in, special-purpose vehicles formed to participate in acquisition transactions; and
- Representing investors and management team members in sale transactions.
- Has represented investors in making, managing and disposing of interests in private investment funds.
Outside the Office
Chip was an adjunct professor in the Graduate Tax Program at Boston University School of Law for 24 years. He taught courses on the tax aspects of transactions and on the tax issues that businesses encounter at the various stages of their life cycles (from choosing the form of organization through selling the business).
Outside of work, Chip enjoys spending time with his family, cycling, hiking, music, and landscaping.
Publications
Entity Choice for the Privately-Held Company Post-OBBBA
Section 83(b) Elections – Navigating Fertile Ground for Bad Results
Quoted: Q&A: Perspectives on Tax Reform
C Corporations and Pass-Through Entities Under the New Tax Regime
Quoted: Getting Ahead of Tax Reform
10 Questions to Ask Yourself Before Choosing a Business Structure
Tax Consequences of Issuing Convertible Notes for a Start-Up LLC
Tax Considerations in Buying or Selling a Business
Tax Considerations in Choosing the Form of Organization for a New Business
Tax Aspects of Investor Financings
Speaking Engagements
Presenter, Primer on Preparing Massachusetts & Delaware LLC Documents, MCLE
Presenter, LLCs Demystified, MCLE
Chair, Building Business Organizations: LLCs, LLPs, Limited Partnerships & Corporations, MCLE